4) "NSI" refers to Network Solutions, Inc., a wholly owned
subsidiary of VeriSign, Inc., and its successors and assigns. From the
date of execution of this amendment, the Cooperative Agreement will
refer to "VeriSign" as the non-government party to this agreement.

9) "Registry Agreement"means either the .org Registry Agreement,
the .net Registry Agreement, or the .com Registry Agreement (collectively,
the "Registry Agreements"), attached hereto as Exhibits 1,
2 and 3, respectively, as they may be amended from time to time.

A. VeriSign shall enter into the Registry Agreements and the Registrar
Accreditation Agreement. VeriSign's obligations under the Cooperative
Agreement with respect to Registry Services and Registrar Services shall
be satisfied by compliance with the Registry Agreements and the Registrar
Accreditation Agreement, respectively, for so long as those Agreements
(including any renewals of those agreements) are in effect (as determined
by the dispute resolution procedures and termination provisions of those
Agreements). VeriSign's obligations under the Cooperative Agreement
with respect to Other Services (and Registry Services following the
expiration or termination by VeriSign) shall be satisfied by compliance
with the Cooperative Agreement as amended.

B. If any Registry Agreement is terminated by ICANN for cause, the
Department of Commerce shall be entitled under Section I.B.8 below to
terminate VeriSign's obligation for the affected Registry TLD to provide
Registry Services under the Cooperative Agreement.

D. If the Registry Agreements and the Registrar Accreditation Agreement
are all terminated by ICANN for cause, VeriSign's obligations to provide
Registry Services, Registrar Services, and Other Services under the
Cooperative Agreement shall terminate upon 90 days notice by either
party of its intention to terminate such services.

6. Section I.B.4.A, of Amendment 19, Other Obligations
of the Parties, is amended as follows:

A. The Department of Commerce will assure that the authoritative root
will point to the TLD zone servers designated by VeriSign for each of
the Registry TLDs (Registry TLD zone server). The Department of Commerce
will withdraw such assurance for a particular Registry TLD at the earlier
of the termination of this Cooperative Agreement by the Department of
Commerce or at such time as ICANN terminates for cause the Registry
Agreement corresponding to such Registry TLD.

7. Section I.B.4.B, of Amendment 19, Other Obligations
of the Parties, is amended as follows:

B. The Department of Commerce acknowledges and agrees that VeriSign
is and will remain the registry for the Registry TLD(s) until the earlier
of the termination of this Cooperative Agreement by the Department of
Commerce or termination for cause of the Registry Agreement(s) by ICANN.

During the Term of the Cooperative Agreement, the Department of Commerce
may seek specific performance of any provision of the Cooperative Agreement,
provided the Department is not in material breach of its obligations
hereunder. This provision shall not entitle the Department of Commerce
to seek specific performance of any Registry Agreement. This provision
shall not entitle the Department of Commerce to seek specific performance
of the Registrar Accreditation Agreement unless and until and for so
long as such agreement has been assigned to the Department of Commerce
by ICANN.

A. In the event ICANN designates a successor registry or terminates
the .org Registry Agreement, the .net Registry Agreement or the .com
Registry Agreement, the Department agrees that upon the conclusion of
the transfer when a successor registry is established and operational
and VeriSign notifies the Department of the completion of the transfer,
the Department will relieve, release and discharge VeriSign from any
responsibility for Registry Services for the affected Registry TLD currently
performed under the Cooperative Agreement that have been transferred
to the successor registry.

The final release will be effected by VeriSign sending a letter to
the Department stating that:
Awardee, VeriSign, Inc. hereby represents and certifies to the Department
of Commerce, that in accordance with the requirements contained in Amendment
19, as amended, to the Cooperative Agreement NCR-9218742, all requirements
relating to its performance as the Registry have been completed.

We therefore request that, as provided by Amendment 19, as amended,
to the Cooperative Agreement NCR-9218742, the Department of Commerce
sign and return a copy of this letter and, in the block indicated below,
acknowledge that we have completed the agreed upon items and are fully
and finally relieved, released, and discharged from any responsibility
for the Registry for [insert affected Registry TLD] previously performed
by Awardee under Cooperative Agreement NCR-9218742 which are now the
subject of a contract between ICANN and [the successor registry].

C. If the Registrar Accreditation Agreement and all Registry Agreements
are terminated by ICANN for cause, the Department will relieve, release
and discharge VeriSign from any responsibility for continuing to provide
Other Services that are required under the Cooperative Agreement.

The final release will be effected by VeriSign sending a letter to
the Department stating that:

Awardee, VeriSign, Inc. hereby represents and certifies to the Department
of Commerce, that in accordance with the requirements contained in
Amendment 19, as amended, to the Cooperative Agreement NCR-9218742,
all requirements relating to its performance of Other Services have
been completed.

We therefore request that, as provided by Amendment 19, as amended,
to the Cooperative Agreement NCR-9218742, the Department of Commerce
sign and return a copy of this letter and, in the block indicated
below, acknowledge that we have completed the agreed upon items and
are fully and finally relieved, released, and discharged from any
responsibility for the provision of Other Services previously performed
by Awardee under Cooperative Agreement NCR-9218742.

D. In the event that a final judgment is rendered specifically enforcing
any provision of the Cooperative Agreement, the Department of Commerce
may, by giving written notice, demand that VeriSign comply with such
judgment. In the event that VeriSign fails to comply with such judgment
within ninety days after the giving of notice, the Department of Commerce
may terminate the Cooperative Agreement immediately by giving VeriSign
written notice of termination and the Department of Commerce may initiate
either a competitive action or other transaction pursuant to Section
II.9 below or request ICANN to initiate procedures for designating a
successor registry in compliance with the provisions of the affected
Registry Agreement(s).

12. Section I.B.9, of Amendment 19, Compliance with
Section II of this Amendment, is amended as follows:

While the Registry Agreements remain in effect, VeriSign shall not
be obligated to comply with the provisions of Section II of this amendment.
Upon termination (i) by VeriSign of a particular Registry Agreement,
or (ii) due to the withdrawal of the Department's recognition of ICANN,
VeriSign shall no longer be required to comply with such Registry Agreement
and VeriSign's obligations under Section II of this amendment shall
take immediate effect with respect to the affected Registry TLD without
further action by the Department of Commerce or VeriSign. Upon such
termination, VeriSign agrees to provide prompt written approval to ICANN
for the assignment of any data escrow agreement between ICANN and VeriSign
related to such Registry Agreement.

A. VeriSign agrees that it will operate the registries for the Registry
TLDs in accordance with the Cooperative Agreement;

B. VeriSign agrees to comply with Department of Commerce policies and
directives regarding material aspects of VeriSign's provision of Registry
Services as distinct from the detailed or day to day administration
of the registries for the Registry TLDs.

C. VeriSign acknowledges and agrees that upon the earlier of the expiration
or termination of the Cooperative Agreement pursuant to Section I.B.8
of this amendment, it will cease to be the registry for the particular
Registry TLD(s) affected by the expiration or termination, unless prior
to the end of the Term of the Cooperative Agreement VeriSign is chosen
as a successor registry in accordance with the provisions of the Cooperative
Agreement. VeriSign shall cooperate in the transfer of responsibility
for operation of the affected registry or registries to a successor
registry. Such cooperation shall include the timely transfer to the
successor registry of an electronic copy of the registry database and
of a full specification of the format of the data.

15. Section II.2 of Amendment 19, Data Escrow, is amended
as follows:

VeriSign shall deposit into escrow all Registry Data on a schedule
(not more frequently than weekly for a complete set of Registry Data,
and daily for incremental updates) and in an electronic format mutually
approved from time to time by VeriSign and the Department of Commerce,
such approval not to be unreasonably withheld by either party. The escrow
shall be maintained, at VeriSign's expense, by a reputable escrow agent
mutually approved by VeriSign and the Department of Commerce, such approval
also not to be unreasonably withheld by either party. The escrow shall
be held under an agreement among VeriSign, the Department of Commerce,
and the escrow agent providing that (A) the data shall be received and
held in escrow, with no use other than verification that the deposited
data is complete and in proper format, until released to the Department
of Commerce; (B) the data shall be released to the Department of Commerce
upon termination by the Department of Commerce of the Cooperative Agreement
or upon its expiration if (1) the Cooperative Agreement has not sooner
been terminated and (2) VeriSign has not been designated as a successor
registry as the result of a competitive action or other transaction
in accordance with applicable federal law and regulations.

VeriSign agrees to notify registrars sponsoring registrations in the
registries of the purposes for which PersonalData submitted to the registries
by registrars is collected, the recipients (or categories of recipients)
of such Personal Data, and the mechanism for access to and correction
of such Personal Data. VeriSign shall take reasonable steps to protect
Personal Data from loss, misuse, unauthorized disclosure, alteration
or destruction. VeriSign shall not use or authorize the use of Personal
Data in a way that is incompatible with the notice provided to registrars.

17. Section II.4 of Amendment 19, Publication by VeriSign
of Registry Data, is amended as follows:

A. VeriSign shall provide an interactive web page and a port 43 Whois
service providing free public query-based access to up-to-date (i.e.
updated at least daily) registry database data for the Registry TLDs
which, in response to input of an SLD name, shall report at least the
following data elements in response to queries: (a) the SLD name registered,
(b) the TLD in which the SLD is registered; (c) the IP addresses and
corresponding names of the primary nameserver and secondary nameserver(s)
for such SLD, (d) the identity of the sponsoring Registrar, and (e)
the date of the most recent modification to the domain name record in
the registry database; provided, however, that if the Department of
Commerce adds to or subtracts from these elements, VeriSign will implement
that policy. VeriSign shall not discontinue its participation in advanced,
centralized or universal Whois services in operation or development
at the time of the expiration or termination of the Registry Agreement(s).

B. To ensure operational stability of the registries, VeriSign may
temporarily limit access under subsection (A), in which case VeriSign
shall immediately notify the Department of Commerce in writing or electronically
of the nature of and reason for the limitation. VeriSign shall not continue
the limitation longer than three business days if the Department of
Commerce objects in writing or electronically, which objection shall
not be unreasonably made. Such temporary limitations shall be applied
in a nonarbitrary manner and shall apply fairly to any registrar similarly
situated, including VeriSign.

C. VeriSign as operator for the registries shall comply with Departmental
direction providing for development and operation of a capability that
provides distributed free public query-based (web and command-line)
access to current registration data implemented by Accredited Registrars
providing for capabilities comparable to WHOIS, including (if called
for by Departmental direction) registry database lookup capabilities
according to a specified format. If such a service implemented by Accredited
Registrars on a distributed basis does not within a reasonable time
provide reasonably robust, reliable and convenient access to accurate
and up-to-date registration data, VeriSign as operator for the registries
shall cooperate and, if reasonably determined to be necessary by the
Department of Commerce (considering such possibilities as remedial actions
by specific registrars), provide data from the registries' databases
to facilitate the development of a centralized service providing equivalent
functionality in a manner established by Departmental direction. VeriSign
shall also continue any development and deployment of a universal Whois
service that allows public access and effective use of Whois across
all registries and all top level domains at the direction of the Department.

Unless and until otherwise directed by the Department of Commerce,
VeriSign shall provide Registry Services to Accredited Registrars meeting
the performance and functional specifications set forth in the SRS specification
then in place under the Registry Agreements. In the event the Department
directs different performance and functional standards for a registry,
VeriSign shall comply with those standards to the extent practicable,
provided that compensation pursuant to the provisions of II.7 of this
amendment has been resolved prior to implementation and provided further
that VeriSign is given a reasonable time for implementation.

VeriSign shall take all reasonable steps to ensure the continued operation,
functionality, and accessibility of the Shared Registration System.
In the event of operational instability or for the purpose of system
maintenance, VeriSign may temporarily limit Accredited Registrars' access
to the Shared Registration System on an equitable basis, in which case
VeriSign shall immediately notify the Department of Commerce and all
affected Accredited Registrars in writing or electronically of the nature
of and reason for the limitation and the expected date and time of service
restoration. VeriSign shall take all reasonable steps to notify all
Accredited Registrars at least 24 hours in advance of any anticipated
(non emergency) Shared Registration System service interruption, the
reason for the service interruption, and the expected date and time
of service restoration.

VeriSign shall provide third parties bulk access to the zone files
for the Registry TLDs on the terms set forth in the zone file access
agreement then in effect under the Registry Agreement corresponding
to the affected Registry TLD. VeriSign may not change the access agreement
without the prior written approval of the Department of Commerce.

The price to licensed registrars for entering initial and renewal SLD
registrations into the registry and for transferring a SLD registration
from one accredited registrar to another will be as set forth in the
Registry Agreements for the Registry TLDs at the time of its expiration
or termination. These prices shall be increased to reflect demonstrated
increases in costs of operating the registry arising from (1) changes
or additions to the work provided under the Cooperative Agreement directed
by the Department of Commerce or (2) legislation specifically applicable
to the Registry Services.

VeriSign agrees that upon (a) one year prior to the expiration or (b)
VeriSign's receipt of notice of termination of the Cooperative Agreement
pursuant to Section I.B.8 of this amendment, the Department of Commerce
may initiate a competitive action or other transaction in accordance
with applicable federal law and regulations to designate a successor
registry or successor registries.

Not later than 30 days after VeriSign's receipt of a notice of termination,
VeriSign shall submit to the Department of Commerce, for the Department's
immediate use in designating the successor registry for a particular
Registry TLD, an electronic copy of all software (excluding the SRS
software) and data related to its provision of Registry Services for
the Registry TLD generated under the Cooperative Agreement through the
date of the notice of termination. Not later than 60 days after VeriSign's
receipt of a notice of termination, VeriSign shall submit to the Department
of Commerce, for its immediate use in designating such successor registry,
all existing documentation for such software (excluding the SRS software)
and data related to VeriSign's provision of such Registry Services generated
under the Cooperative Agreement through the date of the notice of termination.

If, after the expiration or termination pursuant to Section I.B.8 of
this amendment, VeriSign or its assignee is not designated as a successor
registry for a particular Registry TLD pursuant to the competitive action
or transaction, VeriSign shall cooperate with the Department of Commerce
and with the successor registry in order to facilitate the smooth transition
of operation of the registry to the successor registry. Such cooperation
shall include timely transfer to the successor registry of an electronic
copy of the registry database and of a full specification of the format
of the data. Thereafter VeriSign shall be relieved of further obligations
under the Cooperative Agreement.

22. Section II.10 of Amendment 19, Rights in Data, is
amended as follows:

Except as permitted by the Registrar License and Agreement, VeriSign
shall not be entitled to claim any intellectual property rights in data
or any database or portion thereof in the registries supplied by or
through registrars other than VeriSign. In the event that Registry Data
is released from escrow under Section II.2 or transferred to a successor
registry under Sections I.B.8 or II.9, any rights held by VeriSign as
operator of such registry in said Registry Data shall automatically
be licensed on a non-exclusive, transferable, irrevocable, royalty-free,
paid-up basis to the recipient of the data.

23. Section III.2 of Amendment 19, Other Provisions,
is amended as follows:

2. Articles 9, 10 and 14 of the Cooperative Agreement Special Conditions,
as amended, are hereby suspended as of the date of this amendment and
VeriSign shall have no obligations under such provisions for so long
as the Registry Agreements remain in effect. Upon termination of the
Registry Agreements, the withdrawal of the Department's recognition
of ICANN under Section 26 of the .com Registry Agreement, or with the
approval of the Department of Commerce under Section 18(b) of the .com
Registry Agreement, such provisions shall return to effect immediately
without further action by the Department of Commerce or VeriSign.

24. Section III.5 of Amendment 19, Other Provisions,
is amended as follows:

Article 12 of the Cooperative Agreement Special Conditions, as amended,
is hereby amended to read:

The following individuals shall serve as points of contact at VeriSign:

Philip Sbarbaro
Chuck Gomes

25. The Department of Commerce hereby approves the .org
Registry Agreement, the .net Registry Agreement, and the .com Registry
Agreement, attached hereto as Exhibits 1, 2, and 3 respectively. This
approval is not intended to confer federal antitrust immunity on VeriSign
with respect to the Registry Agreements. Upon signature of both parties,
provide copies of the Registry Agreements to both the Grants Officer and
the Federal Programs Officer.

26. Except as modified by this Amendment, the terms
and conditions of this Cooperative Agreement, as previously amended, remain
unchanged.

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